Dianthus (DNTH) SVP/General Counsel Adam M. Veness Exercises Options, Sells Shares

What Happened

• Adam M. Veness, SVP, General Counsel and Secretary of Dianthus Therapeutics (DNTH), exercised a total of 20,000 stock options (3,833 on 2026-08-07 and 16,167 on 2026-08-10) at an exercise price of $17.88 per share (total exercise cost $357,600). He then sold all 20,000 shares in open-market transactions (sales on 2026-08-07 and 2026-08-10) for aggregate gross proceeds of approximately $2,208,832. Net proceeds before taxes and fees were roughly $1,851,232 (sales minus exercise cost).
• This sequence (exercise followed by sale) is effectively a cashless exercise and sale of the newly acquired shares. Such transactions are commonly routine liquidity events rather than a pure "buy" signal.

Key Details

• Transaction dates: Exercises on Aug 7, 2026 (3,833 shares @ $17.88) and Aug 10, 2026 (16,167 shares @ $17.88). Sales on Aug 7 and Aug 10, 2026.
• Sale prices (weighted averages and ranges):
  • 3,217 shares sold at a weighted avg $110.61 (prices ranged $110.07–$111.06) — footnote F2
  • 616 shares sold at a weighted avg $111.18 (prices ranged $111.08–$111.45) — footnote F3
  • 16,167 shares sold at a weighted avg $110.38 (prices ranged $110.00–$110.88) — footnote F4
• Exercise cost: 20,000 shares × $17.88 = $357,600. Total sales proceeds ≈ $2,208,832. Approximate net before taxes/fees ≈ $1,851,232.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Notable footnotes: Trades were executed pursuant to a Rule 10b5-1 trading plan adopted March 18, 2026 (F1). Price entries are weighted averages with ranges provided (F2–F4). The underlying options vest monthly over four years from Jan 1, 2024 (F5).
• Filing timeliness: Form 4 filed Aug 11, 2026 for transactions on Aug 7 and Aug 10, 2026 — appears timely (Form 4 is generally due within two business days of the transaction).

Context

• This was an option exercise immediately followed by sale of the acquired shares (cashless exercise). The separate $0.00 "disposition" entries reflect conversion/settlement of the derivative instrument (the option) into common shares on exercise.
• Because the trades were executed under a pre-established 10b5-1 plan, they were likely scheduled in advance; this is a routine mechanism insiders use to sell shares without ad hoc timing decisions.
• As with all insider filings, these are factual disclosures of transactions and should not be taken alone as a signal of company performance.